Valentine's Day
by EmoKitten
Summary: Ok, I know I'm late, really late, but this Spashley fic just came to me and I wanted to post it, so here it is. R & R, please and thank you!


**Valentine's Day**

Disclaimer: I own nothing. Do you honestly think if I owned this show, I would be writing FanFic for it? No, I didn't think so. So no, I don't own S.O.N, Tom Lynch does. I love that guy!

Summary: Another little Spashley fic I thought up for Valentine's Day and yes, I know it's late. R & R please.

Ok, I know it's late, but…This cute little Spashley fic just came to me. So I wrote it and I didn't want to wait to post it. It's like really old, like, I wrote it when I first saw S.O.N., so…Tell me what you think. It doesn't have a thing to do with my other story, _'For Your Sake'_ ok? Get me? Well then here we go…

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"I _hate_ Valentine's Day…" Lily grumbled as she, Spencer and Ashley sat together in the quad. They were actually early to school for once. Go figure.

Lily Masson, like her two friends, was a seventeen–year–old junior; but unlike her friends, she had lavender colored hair and the personality of someone who's been through a lot in her young life, even though she shrugged most of the comments off. Her eyes were a crisp purple and always had a somewhat annoyed and bored look to them. She had long since given up trying to get people _not_ to notice her but it didn't work so she gave up. Today she wore a tattered old brown shirt that read _'The Fray'_; she had cut the shoulders and the stomach off of. Her pants were black, gothic and chain covered so whenever she walked, they clanked. Her attitude, often sarcastic and somewhat annoyed, matched her clothes perfectly.

Spencer Carlin was the exact opposite. Beautiful golden hair, cheerful baby blue eyes and an outfit that just screamed _'PERKY!'_. She was wearing a tank top and a nice skirt, a normal outfit for her; she never dared to stick out.

Her best friend, Ashley Davies, on the other hand, was more like Lily. Ashley didn't really care what other people thought of her, with the exception of little Spencer, she just flowed whatever way she wanted to. She had beautiful, long, curly, brown hair that she had tied into a bun today and was wearing a t–shirt that showed off her stomach and really short shorts. Again, it was all for _Spencer_.

The irony behind everything was that Lily and Ashley had dated for a few months, back at the beginning of the school year but…They fell apart but soon became close friends, realizing they couldn't be more.

"What? Why?" Spencer asked as she stole one of the headphones out of Ashley's ear.

"Oh, _hey_!" Ashley yelped, "Give it back." She made a reach for the head phone but her hand was batted away by Spencer as she continued to ignore her.

"C'mon, Lily, Valentine's Day isn't _that_ bad…" Spencer said dreamily. "I mean there's all the _candy_, the _joy_, all the _love_…"

"Wanna _bet_?" Lily laughed. "You've never spent a Valentine's Day with _me_ before have you two?"

"Uh–huh." Ashley shook her head, finally having given up trying to get back her headphone.

"Oh–ho!" Lily laughed out loud, causing other students near them to jump and look around wildly for the source of the noise, "Well then, you are in for a _looong_ day, babe." She then stood up and stretched, showing off her trim stomach and many people, much to Lily's dislike, drooled at this. "Let's go to my locker…" They both got up and followed her obediently.

**And soon…**

"Alright Lily, I _gotta_ know…" Ashley began, placing her hands on her hips impatiently, "What's with the _plastic bag_?" She was glaring at the plastic trash bag that Lily had pulled out of her backpack.

"You'll see, gimme a second to open this _stupid_ thing…" Lily grumbled as she fumbled with her locker's combination. At last, the locker was ready to be opened but she kept one hand over the door to keep it closed. She sighed and warned them, "Careful now, you _might_ wanna move out the way." They backed away slowly, giving her questioning looks, but she just shooed them off. Then she released her hold on the lockers and down and out they poured. Hundreds of Valentines; cards, chocolate, flowers, _anything_ and everything you could think of.

"Whoa…" Ashley and Spencer gawked at the pile that had accumulated on the ground near the locker. "That's _insane_!" Ashley laughed, picking up a handful.

"You're _too_ lucky, Lily." Spencer whispered in awe.

"Aw, c'mon already!" Lily yelled exasperated, "Get a _clue_, you terrible two; I don't want _any_ of this _crap_!" She picked up a card and read out loud, "_'Oh, how your eyes shine…With the intensity of a thousand suns of fiery passion…How I long to touch your soft skin and flowing hair_'…Blahdy blah blah blah! _GAG ME_!" Lily yelled only halfway through her recital. "I mean, c'mon, gimme a _break_, will ya!"

Spencer and Ashley cracked up, Lily reciting a poem for herself was just _wrong_. And yet, somehow, it turned out _way_ _too_ funny. Lily joined them in their tearful laughter, holding her sides, as she chucked the card into her plastic bag.

"Oh man, that is _so_ funny!" Ashley managed to choke out through her hysterical laughter.

"Oh, I think it's _cute_." Spencer cooed, smiling up at Lily. "Somebody _likes_ you Lily."

"Aw, shut up." Lily muttered as she began loading the rest of the Valentine's Day gifts into the plastic bag. Ashley and Spencer, finally having stopped their laughter, moved to help her.

"So, Lily, what are you gonna _do_ with all this stuff?" Ashley asked bending down to pick up a box of chocolates. She opened it and picked out a chocolate, popping it into her mouth. "Mmmm…"

"Oooh, I want one!" Spencer begged of her best friend, the only problem was, her hands were full with the gifts. "Wahaha!" She cried, realizing her dilemma, "Ash!"

"What?" Ashley demanded as she nibbled on another chocolate. "You want me to feed you, _baby_?"

"Yes, _pweese_?" Spencer pleaded. She opened her mouth to allow Ashley to feed her a chocolate. But Ashley ignored her and continued to pick at the chocolates, nibbling on random pieces. "Ashley!" Spencer yelled exasperated.

"Alright, _fine_." Ashley sighed and picked out Spencer's favorite chocolate. "Now open wide." Ashley suggested holding up the chocolate.

Spencer complied with an, "Aaah…" And was rewarded with a chocolate popped into her mouth. "Mmmm…_Nummy_."

"Do you two want me to leave you _alone_?" Lily asked, smirking as she watched her two closest friends flirt but not do anything about it. "Maybe you should get a _room_?"

"_No_." The two girls responded sharply. They then avoided looking at each other.

"Oook…Sorry." Lily muttered, clearly sorry that she had ruined the moment. Lily shook her head and bent down and picked up the last of her Valentines. She gasped. "Oh my god…" She breathed out, her voice no louder than a whisper.

"Lily?"

"What is it?"

"Something wrong?"

"Lily? _Talk_ to us." Ashley demanded, pulling Lily back up to their eye level. "What the _hell_ is your problem!"

"It's…_Her_, _she_ remembered…" Lily whispered, her voice in awe. "I don't _believe_ it…"

"Who remembered?" Spencer asked standing in front of Lily and Ashley. "Oooh cool." She said, looking at what Lily held loosely in her hand.

"It's my rose…_She_ always gets me a _black rose_…Thorns still on it…" Lily said, her voice breaking. "I can't believe this…She _still_ sent me a rose…I guess she _still _does…" Lily trailed off, her eyes redirecting themselves to the sky.

"Lily, who's this from?" Spencer asked, lightly tracing her hand over the onyx colored petals. "Oh, look there's a card." She pulled it gently from the roses' stem and passed it to Lily who read it quietly.

"What's it say?" Ashley asked.

"'_For a love…That would be as beautiful and as intriguing as the darkest, most poisonous rose…I surrender to my heart…To my forbidden love…But I will never be able…To be with you…'_" Lily read aloud to the two stunned girls that stood before her.

"What's it mean?" Ashley asked, her mouth gaping open.

"It means that there's someone out there who _really_ loves Lily. And I'm guessing that Lily _really_ loves them, too. But they can't be together…" Spencer explained, "Am I right, Lily?"

Lily nodded her head slowly, still trying to figure out why it came with a card this year. Yeah, Lily always sent hers with a card but never got one in return. She was still staring at it stupidly when Ashley shook her out of her revere. "Huh? What the _hell_ is your problem, Davies?" Lily demanded.

"Madison's coming this way." (A/N: Gasp! Oh no! Fake show of fear _RUN AWAY YA'LL_! Head for the hills!...Sorry, got a little bit carried away…) Ashley warned, "And she's on the warpath. She's out for _blood_." Ashley and Spencer were smirking at her.

Lily laughed, she was _always_, and I mean, _always_, in the mood for a fight with the head cheerbitch, Madison. Even if it was Valentine's _f–ing_ Day. Lily quickly closed her locker and turned to face the oncoming cheerleader and her group. "Well, well, well, what have we here? Come to wish me a happy Valentine's Day, _Madison_?"

"_You wish_." Madison spat back to her.

"Well, what if _I_ do?" Lily asked, turning on as much of her unwanted (on her part) sex appeal as possible, knowing Madison would fall for it. No one could resist Lily, no matter how hard she tried to get them to. She walked in closer to the girl, smiling like she knew something about Madison that no one else did…Madison gulped and began to blush.

"I'd say you're _crazy_." Madison hissed but it didn't sound so poisonous to Lily.

Lily smirked, she had her. "But _Madison_, I really _care_ about you…Will you be my _Valentine_?" Lily asked and bit on her bottom lip in a very cute (yet it managed to be really hot) way. She stepped even closer still, and pulled out the Valentine card she had read aloud earlier. She held it out for Madison, who grabbed it from her a little too quickly. Lily sent a secret smile to Ashley and Spencer, who looked like they were gonna crack up at any moment.

Madison couldn't find the words to say. The poem was horrible but she actually thought that Lily had written it for her so what could she say? She stuttered to find the words but all that came out was, "I, uh, you see…Well…Um…" She looked up at Lily and was disgusted by what she saw.

Lily was clutching her side with her left arm, covering her mouth with her other hand to keep the laughter in. Her face was going red, she was trying that hard to hold it in. Suddenly she couldn't hold it in any longer. She burst out laughing, "BWAHAHA! That look on your face is _PRICELESS_!" As if to prove her point, Ashley and Spencer whipped out their cell phones and snapped a couple of shots.

"Why you little –" Madison began to rattle off a bunch of curses in Spanish.

"You know _I can_ understand what _you're saying_ right?" Lily asked, her infamous smirk creeping back up upon her features.

Madison's response was a bright blush that swept across her face. She mumbled something under her breath and crumpled the card in her fist saying, "Well then you'll understand this: your poem _sucked_, _never_ write poetry again." She threw the card into the trash bin and turned upon Lily once more, crossing her arms over her chest.

"Phew. I'm glad it wasn't _my_ poem you actually read." Lily revealed, Madison's jaw dropping, "That was one of the cards _I_ got, from some _freshman_." She held up the plastic bag, "Wanna see all of the other ones?" She smirked, she had sooo won.

Ashley smirked, "_Jeez_, Madison, I didn't realize you liked _little kids_…"

"_Oooh_, yeah, I mean, c'mon, Madison, they're _too_ little…I mean, I know you like to be the _bigger_ one in the _relationship_ but that's taking it a little _too extreme_." Spencer reasoned, cocking her blonde haired head toward her brunette friend who smiled in agreement.

"Oh shut up." Madison snorted and grabbing Glen's arm, stalked away. "_Freaks!_"

"Whoo–hoo!" Lily whistled, "That is always _so_ fun!"

"Yeah, especially on Valentine's Day." Spencer laughed.

"Oh man, we've _gotta_ do that more often…" Ashley mussed as they picked up their backpacks and headed off to their first period class, English. "Oh great, _snore fest_." Ashley laughed as they entered the room. Their teacher, Mrs. Reilly is known for droning on and on and they had the first class of the day.

"Morning class…" Mrs. Reilly droned. Just _two_ _words_ and Ashley's eyelids were already drooping.

"It's gonna be a _long_ day…" Lily whispered into her ear. She sat behind Ashley, who sat next to Spencer in the last three seats of the class. "A _very_ long day indeed…"

**45 minutes later…**

"_God_, I though she would _never_ shut up!" Ashley hissed under her breath as they left their English class. They all looked like they could use a nap.

"I know what ya mean…" Spencer moaned, "And now we've got _Algebra 2_." She and Ashley groaned.

"Well at least you don't have _Pre–Cal_." Lily laughed. Lily didn't even need to still be in school, but here she was, she had an IQ of 180, so technically, she could've been done with any schooling by now. But no, her professor thought it would be a good idea for her to be in school with kids her own age. She just was placed in really, really advanced classes.

Her friends cringed at her words and Spencer shivered, "Just _thinking_ about really advanced classes…" Lily rolled her eyes.

"I know, Spence." Ashley laughed, "We would actually have to do some real _work_!" The three of them howled with laughter and Lily split from the group, heading in the direction of her next class.

**45 minutes later…**

"Yay…Modern World History…" Spencer said sarcastically to Ashley as they entered their third period class. Lily was already seated and waiting for them. "Wait. Why is it called '_Modern World History_' when we start learning about it at the time of the first caveman?"

"Ooh good question, I have no idea." Ashley said thoughtfully rubbing her chin, "Oh, hey there Lily."

"Hey, ya'll _excited_ yet?" Lily asked, boredom evident in her voice. She had her head propped up on her palm, her elbow resting on her desk's arm rest.

"Can't ya tell?" Ashley grumbled as the lecture began.

**Another 45 minutes later…**

"Christ, it's _only_ been _three_ class periods!" Lily groaned as they wandered to their fourth period, Honors Chemistry. "And I'm already out of it."

"Oh god, I think Lily's _losing_ it!" Spencer cried. "Help her Ash!"

"Lily! Come back to us!" Ashley ordered, shaking Lily's shoulders.

"C'mon, _motivation_!" Spencer demanded. "Motivation, motivation, motivation!"

"Spence, it's not working!" Ashley cried. "We've _lost_ her!"

"I'm _fine_, you morons…" Lily grumbled as Ashley continued to shake her. "Can we just get to class?" She asked and they entered their fourth period and began the Chem. lab for the day…

"Are we doing this right Lily?"

"Watch me first, Davies, Spencer, ok?"

"Yes ma'am."

"Hey…_Wait_, Lily?"

"Yeah, what now, you two?"

"Is it _supposed_ to do that?"

"That _can't_ be a _good_ sign."

"_Oh_ _shit_…"

"AAH! WHAT THE _HELL_! It caught on _fire?_!"

"_OH MY GOD_!"

"SHUT UP, YOU _MORONS_!"

"_Nooooo_!" Spencer and Ashley wailed, seeing their experiment fail before their eyes.

**45 minutes later during their lunch period…**

"I _can't_ believe the teacher _failed us_ just because it caught on _fire_!" Ashley groaned. "I _can_ _not_ fail another stupid class."

"I know what ya mean…" Lily sighed. They then turned to Spencer and glared.

"_What_?" She asked, "I've never failed a class before so…"

"I hate you." Lily mumbled and plopped down underneath her favorite tree in the quad.

"Oh, you're so _mean_, Lily!" Spencer cried and turned to hug Ashley who looked extremely surprised at her actions but hugged her back nonetheless.

"So why are you hugging _me_, Spence?" Ashley asked but couldn't help but smile.

"Cuz I need a hug after someone says they _hate_ me." Spencer explained smiling up at her best friend.

"I don't _really_ hate you!" Lily blurted. "Now sit down, I am so _done_ with today."

"Yeah…"

"Hey, Lily?"

"Yeah Davies?"

"Play for us?" Ashley pointed to Lily's black acoustic guitar.

"Yeah sure. I guess this can be _my_ Valentine's Day gift to you. Cuz I didn't get you anything else." Lily laughed and pulled out her guitar from its case. Her friends shot her annoyed glares at her last statement. Lily wore a guitar pick on her bracelet on her right hand and it was loose enough to have her hold it in her hand when she played guitar. She wrapped the guitar strap around her shoulder and held the neck of the guitar in her left hand and situated the guitar on her lap. "Ok, what am I singing?"

"Hmmm…" The two girls pondered for a moment.

"Forget it, I know exactly what to play." Lily smiled as Aiden made his way over to the group. "Oh hey, you're _just_ in time, _Aiden_."

"I kinda noticed." Aiden smiled, taking his seat beside Spencer. She smiled up at him. "Here, Spencer, for you." He pulled out a Valentine's card and a flower, blushing.

"Oh, uh thanks Aiden." Spencer said, surprised. She took it and smiled. "I'm sorry I didn't get you one." She lowered her blonde haired head to avoid his gaze.

"Oh, um, it's ok." Aiden sighed. Obviously he had hoped she would've had one for him.

"So Lily, what're you singing?" Ashley asked, quickly changing the subject, she _hated_ to see _Aiden_ flirting with _her_ Spencer.

"It's called…_'Over My Head (Cable Car)' _and it's by _'The Fray'_." Lily smiled, looking down at her shirt and wagging her eyebrows, "I think you'll find it _appropriate_ for Valentine's Day…" Lily thought to herself, _'it's just like my love life…'_ She began to strum her guitar softly…

"_I never knew  
I never knew that everything was falling through  
That everyone I knew was waiting on a queue  
To turn and run when all I needed was the truth  
But that's how it's got to be  
It's coming down to nothing more than apathy  
I'd rather run the other way than stay and see  
The smoke and who's still standing when it clears…"_

"Everyone knows I'm in  
Over my head  
Over my head  
With eight seconds left in overtime  
She's on your mind  
She's on your mind…"

"Let's rearrange  
I wish you were a stranger I could disengage  
Say that we agree and then never change  
Soften a bit until we all just get along  
But that's disregard  
Find another friend and you discard  
As you lose the argument in a cable car  
Hanging above as the canyon comes between…"

"Everyone knows I'm in  
Over my head  
Over my head  
With eight seconds left in overtime  
She's on your mind  
She's on your mind…"

"Everyone knows I'm in  
Over my head  
Over my head  
With eight seconds left in overtime  
She's on your mind  
She's on your mind…"

"And suddenly I become a part of your past  
I'm becoming the part that don't last  
I'm losing you and it's effortless  
Without a sound we lose sight of the ground  
In the throw around  
Never thought that you wanted to bring it down  
I won't let it go down till we torch it ourselves…"

"Everyone knows I'm in  
Over my head  
Over my head  
With eight seconds left in overtime  
She's on your mind  
She's on your mind…"

"Everyone knows I'm in  
Over my head  
Over my head  
With eight seconds left in overtime  
She's on your mind  
She's on your mind…" (The Fray)

"Now that is a beautiful song." Ashley laughed.

"Cool, even though it was just with one guitar." Spencer smiled, "Next time you and Ash have to sing together." She suggested sending Ashley a small smile.

"Oh, sounds like a good idea to me, Spencer." Aiden said his piece, trying his damn hardest to keep his crush's attention.

"Yeah, I'm up for it, whenever you are Lily." Ashley grinned.

"Tonight, at _Grey's_." Lily planned; she was checking her schedule on her cell phone. "Sound good to you, Davies?"

Ashley also checked her schedule before nodding, "Yeah, Spence, you're gonna come, right?"

"Of course, I wouldn't _miss_ it for the world." Spencer said, patting Ashley on the shoulder reassuringly.

"Good." Ashley blushed.

"Uh, yeah, I would go, but uh, I've _plans_." Aiden spoke up, again trying to catch Spencer's attention but he was failing miserably. Lily couldn't help but feel sorry for the guy. No, correction, not sorry, but pity.

"Oh, uh, _good_ for you Aiden." Spencer smiled, kind of shocked to still see him sitting with them. (A/N: I guess she was too _distracted_ with _staring Ashley_! Bwahaha!)

"Is it a _date_?" Lily asked, smirking.

"Might be, why, getting _jealous_ Lily?" Aiden asked slyly. He winked suggestively at her.

"You wish!" Lily laughed and smacked his shoulder.

"Ok, ouch." Aiden complained, "And that is my cue to _leave_." With that, Aiden stood and shouldering his backpack once more, walked off with a "Later!" thrown over his shoulder.

"Ok." Spencer spoke up after watching Aiden's retreating back, "What was _that_ all about?"

"What do ya mean?" Lily asked, avoiding looking at Spencer.

"I mean, with Aiden, just now." Spencer explained.

"Dunno what you're talking about, Spencer." Lily said, still avoiding her gaze, "What about you Davies? Notice anything?"

"Feh." Ashley responded with a snort.

"What's wrong Ash?" Spencer asked, sounding hurt at how her best friend responded.

"Nothing." She retorted and stood just as the bell rang for their fifth period.

"Ashley?" Spencer called after her, turning and giving Lily a worried look. Lily shrugged in response as she shouldered her backpack and picked up her guitar case. "Lily, did I do something to make Ashley mad at me?"

"You sure _did_." Lily laughed, "You _flirted_ with _Aiden_, right in front of _her_, and on Valentine's Day no less." Lily shook her head impatiently.

"What? No, I wasn't _flirting_ with Aiden…Was I?" Spencer asked, but you could hear it in her voice, she knew exactly what she had done.

"Yes you were, _sweetheart_." Lily smiled sadly, "But you don't know _why_ Ashley is upset do you?" She couldn't believe how stupid Spencer was being.

"Cuz she's _protective_ of Aiden, right? Cuz they used to be _together_, right?" Spencer asked as they entered their art class.

"No, you _moron_, it's because Davies _likes_ you." Lily blurted, "I mean, c'mon, how _blind_ are you Spencer?" She took her seat behind Ashley and Spencer in their art class and pulled out her sketch pad and began to draw. By the time the class was over, she had drawn a beautiful young girl, an old friend…Someone she had once known…

**45 long minutes later…**

They were headed to their P.E. class when Lily decided to speak up, "Hey you two, wanna hang out after school? It is a _Friday_ after all." Lily winked suggestively at them.

"Yeah sure..." They responded and began to change for class.

"Jeez, tough crowd…" Lily mumbled under her breath as she too, began to change, ignoring the stares she was receiving from her classmates as she pulled her shirt up and off of her body.

**After their workout…**

Spencer and Ashley still weren't speaking to each other. They sat in their music class in dead silence. Lily was asking them stupid nonsense questions to try to get them to talk to each other again but she was failing miserably so she gave up.

And she didn't say a word when Aiden came in behind them, smiling widely.

"What are _you_ doing here, Aiden?" Ashley demanded, crossing her arms over her chest.

"Got a _schedule_ _change_." Aiden explained, waving a schedule in front of her. "_Why_? Aren't you _happy_ to see me?"

"_No_." Ashley responded curtly. She then turned to Lily and asked, "Be my partner today?"

"Dwha–?" Lily asked, she had been caught completely off guard; Ashley normally worked with Spencer in _everything_. "Uh, _ok_…" Ashley broke into a huge smile.

"Then you'll be _my_ _partner_, right _Aiden_?" Spencer asked, but she wasn't looking at him, she was glaring at Ashley, whose mouth hung open, shocked by Spencer's actions.

Aiden didn't seem to notice that Spencer wasn't even looking at him, he was too damn happy, "Yeah, of course, I'd _love_ to be your _partner_." He draped his arm over her shoulder and Ashley muttered something, probably curses, under her breath.

So they broke into partners to begin working on their own compositions. They could perform anything they wanted, lyrics, no lyrics, two instruments or one, the teacher didn't really care. It was a day to express their freedom and imagination. (A/N: Yes, I know that sounded corny, so sue me. No, wait, sue my music teacher, she thought it up.)

"So, Lily, I was thinking that we could write our _own_ song, with our _own_ music to go with it. What do _you_ think?" She put her hand on Lily's thigh, causing Lily to jump at the sudden contact.

"Huh? Oh, yeah, sounds good." Lily smiled, flirting back, "Do you want to write the lyrics and let me handle the music?"

"Good idea." Ashley laughed and pulled out paper to begin to write. "What are we gonna write about, _Lil_?" It wasn't common for anyone to call Lily that; you had to mean something to her to have her let you call her that. (A/N: Does that even make sense? Sorry, it's late and I'm really tired…)

"Something _depressing_, like _loving_ and _losing_?" Lily suggested, setting her plan into action.

Ashley froze upon hearing her suggestion but smiled and said, "Sounds like a _plan_ (A/N: She definitely caught on to Lily's scheme) to me." And her pencil met the paper, just as Lily pulled out her black acoustic guitar.

"So, Aiden, what are we gonna do for our project?" Spencer asked loudly, placing her hand on Aiden's knee, "If you want, I'll sing and you can play the music?"

"Ok." Aiden said a little too quickly. Spencer just beamed at him, but beyond his broad shoulders, she could see the tears threatening to fall on Ashley's features. And Spencer had never felt worse…

**30 minutes later…**

"Alright class, let's present." The teacher announced, clapping her hands together to get everyone's attention. "Who actually _wants_ to go _first_?" She glanced around the room and not to her surprise, "No _volunteers,_ ok then…" And her eyes came to rest on Spencer and Aiden. "Spencer, Aiden, you first."

"Alright this is song that, well, we _didn't_ write." Spencer said and some students laughed.

"Yeah, we're just gonna perform _our_ own version of it." Aiden continued, "The song is called _'Breathe'_, by Michelle Branch." He took out the acoustic guitar he had borrowed from the class and turned to Spencer, "Ready?"

She nodded and he started to play. She let out one deep breath and began to sing…

"_I've been driving for an hour  
Just talking to the rain  
You say I've been driving you crazy  
And it's keeping you away  
So just give me one good reason  
Tell me why I should stay  
Cuz I don't wanna waste another moment  
In saying things we never meant to say…"_

"_And I take it just a little bit  
I, hold my breath and count to ten  
I, I've been waiting for a chance to let you in…"_

"_If I just breathe  
Let it fill the space between  
I'll know everything is alright  
Breathe  
Every little piece of me  
You'll see  
Everything is alright  
If I just breathe…"_

"_Well it's all so overrated  
In not saying how you feel  
So you end up watching chances fade  
And wondering what's real…"_

"_And I give you just a little time  
I, wonder if you realize  
I've been waiting till I see it in your eyes…"_

"_If I just breathe  
Let it fill the space between  
I'll know everything is alright  
Breathe  
Every little piece of me  
You'll see  
Everything is alright  
If I just breathe  
Breathe…"_

"_So I whisper in the dark  
Hoping you hear me  
Do you hear me?"_

"_If I just breathe  
Let it fill the space between  
I'll know everything is alright  
Breathe  
Every little piece of me  
You'll see  
Everything is alright  
Everything is alright if i just breathe...Breathe…"_

"_I've been driving for an hour  
Just talking to the rain…" (Michelle Branch)_

She let Aiden finish the guitar solo at the end and then waited for comments. She dared a glance over in Ashley's direction and was happy to see her smiling. She must've sounded pretty good.

"_Very_ nice, Spencer, Aiden." The teacher said smiling, "I think you both deserve an _'A'_." Aiden gave Spencer a hug but she seemed reluctant to return it, instead she just patted him awkwardly on the back.

"Next up," The teacher paused, scanning the room again, "Ashley and Lily, let's hear it."

"Ok, this _is_ an _original_ (A/N: Not!) composition." Ashley explained as she set up her keyboard while Lily took up her black acoustic guitar.

"Yeah, we just wrote it (A/N: Not! I woulda used one of my songs but none of them worked with this so…I resorted to _The Veronicas_, they rock by the way, go get their CD!) and it's called…_'Mouth Shut'_." Lily smiled as she began their song, Ashley backing her up on the keyboard as well as singing lead.

"_I kept my mouth shut from the start  
I guess I left you in the dark   
You thought you knew me but you don't  
You say you'll love me but you wont  
When you find out who I am…"_

"I kept my mouth shut for too long  
All this time you got me wrong   
Now we're in this way too far  
I'm about to break your heart  
Tear everything we had apart…"

"Cuz I'm feeling lost  
When I'm in your arms  
The reasons are gone   
For why I was holding on to you  
I tried so hard  
To be the one  
I don't like who I've become…"

"Won't keep my mouth shut anymore  
I've had my share of closing doors   
Now I know I'm not afraid  
I know exactly what you'll say  
But I'm sorry it's too late…"

"Cuz I'm feeling lost  
When I'm in your arms  
The reasons are gone   
For why I was holding on to you  
I tried so hard  
To be the one  
I don't like who I've become…"

"Yeah yeah, yeah yeah  
I kept inside of me for all this time  
Yeah yeah, yeah yeah  
Thought that I could make it work if I just tried  
Yeah yeah, yeah yeah  
But I'm sorry to admit that I have lived a lie…"

"Cuz I'm feeling lost  
When I'm in your arms  
The reasons are gone  
For why I was holding on to you  
I tried so hard  
To be the one  
I don't like who I've become…"

"I kept my mouth shut for too long  
Now I know that it was wrong…"

"I wish I told you from the start  
That this was never meant to last   
We should've never gone this far…"

"Won't keep my mouth shut anymore…" (The Veronicas)

"Very, _very_ nice." The teacher applauded. "An _'A'_ for both of you two as well. Oh, I am so _proud_ of this class –"

BRING! BRING!

The teacher sighed, "That's the bell, class _dismissed_."

"Yeah! Wahoo! Alright, finally!" Came the cheers from the class.

**As they were leaving…**

"So, are we still on for _Grey's_ tonight?" Lily asked as she climbed into the backseat of Ashley's car. Spencer still took her normal seat in the front, next to Ashley.

"Yeah, of course," Ashley smiled back at her lavender haired friend through the rearview mirror, "Do you want me to pick you up, or are you gonna drive yourself?"

"Well, I just got my _motorcycle_ sent down to me from New York; my Professor decided I was _'good_ _enough'_ to have it back." Lily signaled the quotations, smirking mischievously. "So I'll ride that down to the club. If it's ok with you two, of course."

"Yeah, fine." Ashley agreed hurriedly before whirling around to Spencer, "Are _you_ still gonna come?" She sounded hurt.

"Yeah, pick me up at eight." Spencer couldn't help but give her a soft smile.

"Good. So we're all meeting at _Grey's_ at eight thirty?" Ashley asked, her gaze drifting from Spencer to Lily.

"Yeah." The rest of the drive was spent in silence, expect for the music from Ashley's iPod.

**That night at eight…**

HONK! HONK!

"Spencer! Ashley's waiting!" Mr. Carlin called up to his youngest and favorite child. (A/N: Oh, you so know it's true. )

"I know, I'm coming!" Spencer answered as she bounded down the stairs and after kissing her dad, was out the door to meet her friend.

"Hey." Ashley greeted as Spencer plopped in the seat next to her. "You ready?"

"Yeah, let's go before my _mom_ decides to come out." Spencer laughed. And soon they were laughing, talking and listening to music just like nothing had happened. They pulled into their favorite club and weren't too surprised to see someone outside and waiting for them.

Lily was leaning up against her beautiful, black motorcycle, her arms crossed over her chest. "Hey, there you are. I've been waiting." Lily was wearing a guy's black, button up shirt with little skulls printed on it with a blood red tank top underneath. She was also wearing a short black and red plaid skirt.

"Well, _sorrrrry_." Spencer laughed and hugged Lily briefly then let Ashley get a hug in. "We had to make a _pit stop_ along the way." Spencer was dressed in a nice tank top that exposed some of her stomach and denim hip huggers.

"Oh _right_, jeez." Lily grumbled. "Sorry, I _forgot_, you _girls_ and your _emergencies_."

"Hey!" Spencer and Ashley laughed at her comment.

"Are we going in or not?" Ashley asked impatiently. She put her hands on her hips and tapped her sandal clad foot. Ashley was wearing a halter top and a really tight pair of jeans.

"Let's do it!" They yelled excitedly and headed in.

"Alright, then let's _party_!" And soon they were all dancing and acting like normal.

They almost forgot that Lily and Ashley were gonna perform a song until Lily walked up to Ashley and Spencer. Lily, having just ditched the girl she had been dancing with said, "Ash, we've gotta get ready, we go on soon."

"Oh, right, let's go." She grabbed Lily's arm and lead her backstage to get ready. About fifteen minutes later they were ready to begin.

They walked out onto the stage and Ashley took the microphone, "Hey everyone! You all know me, I'm _Ashley Davies_ and this is my friend _Lily Masson_." She gestured to the lavender haired girl who stood next to her with a black bass guitar. Lily acknowledged the crowd with a wave of her hand. Ashley stood behind the keyboard and continued, "We've decided to play some _decent_ music for you all tonight." Her comment brought out a few laughs, "And we hope you enjoy it."

"This is called, _'Right Here'_." Lily announced and started up the first few chords, Ashley and her keyboard joining in. "It's by _'Staind'_." Lily smiled and let Ashley sing by herself, joining in on the chorus.

"_I know I've been mistaken  
But just give me a break and see the changes that I've made  
I've got some imperfections  
But how can you collect them all and throw them in my face?"_

"But you always find a way to keep me right here waiting  
You always find the words to say to keep me right here waiting  
And if you chose to walk away I'd still be right here waiting  
Searching for the things to say to keep you right here waiting…"

"I hope you're not intending  
To be so condescending it's as much as I can take  
And you're so independent  
You just refuse to bend so I keep bending till I break…"

"But you always find a way to keep me right here waiting  
You always find the words to say to keep me right here waiting  
And if you chose to walk away I'd still be right here waiting  
Searching for the things to say to keep you right here waiting…"

"I've made a commitment  
I'm willing to bleed for you  
I needed fulfillment  
I found what I need in you…"

"Why can't you just forgive me?  
I don't want to relive all the mistakes I've made along the way  
But I always find a way to keep you right here waiting  
I always find the words to say to keep you right here waiting…"

"But you always find a way  
To keep me right here waiting  
You always find the words to say to keep me right here waiting  
And if I chose to walk away would you be right here waiting  
Searching for the things to say to keep me right here waiting…" (Staind)

They ended the song together and the crowd cheered.

"You two were _amazing_!" Spencer cried, jumping up on the stage to hug her friends. Her hug with Ashley was just a little longer than usual.

"Gee, thanks Spence." Ashley blushed, "I had hoped _you_ would like it."

"C'mon, Davies, we've got _one_ more to do." Lily smiled at her; she didn't want to ruin the moment but duty called.

"You're right, let's do it."

They were back onstage, Ashley stood at the center, with Lily as backup. "Ok." Ashley began, "We've got one more for you all tonight, and this one is _really_ special to me and a _close_ friend of mine. This is the Valentine's Day declaration I've been _wanting_ to, well, say for a _while_ now."

The crowd fell silent and Spencer was staring intently at her best friend, who was now staring intently at her.

Ashley took a deep breath before saying, "This one is for _you_ Spencer Carlin, I hope you have a Happy Valentine's Day…" Ashley didn't take her gaze off of Spencer when she let out her declaration. Spencer looked like she was going to faint but she managed to stay stable for Ashley's sake. Ashley began the song, singing while looking at Spencer, singing _for_ Spencer. "This is called _'Speechless'_, it's by _'The Veronicas'_…And this is for you, Spence…"

"_Feels like I have always known you  
And I swear I dreamt about you  
All those endless nights I was alone  
It's like I've spent forever searching  
Now I know that it was worth it  
With you it feels like I am finally home…"_

"Falling head over heels  
Thought I knew how it feels  
But with you it's like the first day of my life…"

"Cuz you leave me speechless  
When you talk to me  
You leave me breathless  
The way you look at me  
You manage to disarm me  
My soul is shining through  
Can't help but surrender  
My everything to you…"

"I thought I could resist you  
I thought that I was strong  
Somehow you were different from what I've known  
I didn't see you coming  
You took me by surprise and  
You stole my heart before I could say no…"

"Falling head over heels  
Thought I knew how it feels  
But with you it's like the first day of my life…"

"You leave me speechless  
When you talk to me  
You leave me breathless  
The way you look at me  
You manage to disarm me  
My soul is shining through  
I can't help but surrender  
Oh no  
My everything to you…"

"You leave me speechless  
The way you smile, the way you touch my face  
You leave me breathless  
It's something that you do I can't explain  
I run a million miles just to hear you say my name  
Baby…"

"You leave me speechless  
You leave me breathless  
The way you look at me  
You manage to disarm me  
My soul is shining through  
I can't help but surrender  
My everything to you…" (The Veronicas)

The crowd went wild, Ashley had sounded perfect. Spencer ran out onto the stage and leaped into Ashley's opened arms, hugging her fiercely.

"Ashley, that was…_Wow_." Spencer complimented her. They still hadn't let go of each other.

"_Really_? You liked it?" Ashley asked disbelief written all over her features.

"No, I _loved_ it." Spencer corrected and did something very bold and so not like what she would normally do. She put her arms around Ashley's neck, using one hand to pull Ashley closer. Ashley's arms were still on Spencer's waist as she felt herself being drawn closer to Spencer's soft, and no doubt warm and inviting mouth.

"Spencer?" Ashley asked, her voice wavering.

"It's ok…" Spencer whispered as their lips met for the first time. Ashley thought she had died and gone to heaven. They should've kissed a long time ago.

"Spence…That was…_Wow_…" Ashley whispered breathlessly.

"_Mmmm_…" Spencer moaned as she leaned in for another kiss, "I should've done that a _long_ time ago. How long have _you_ wanted to do that anyways?"

"Since I met you, well no, _reintroduced_ myself to you in the gym." Ashley confessed.

"Why did you wait to say something?" Spencer asked confused.

"Cuz I didn't think that _you_ would _like_ _me_ too…" Ashley mumbled. "I thought it might've scared you off, and I _really_ _didn't_ want to _lose_ you."

"Oh, Ash!" Spencer cried and threw her arms tighter around Ashley's neck, sending them both crashing back onto the stage door. "Of course I _like_ you! You won't ever lose me."

"_OOF_!" They both groaned. Before Ashley could say anything else though, Spencer was kissing her again. Lily was watching mournfully.

"_God_, get a room!" Lily yelled over at them. They both blushed but ignored her. "No, _seriously_." Lily said seriously, "Get a _room_, no one wants to see you two _hooking_ _up_ on Valentine's Day." Lily said all of this somewhat bitterly.

"Then let's go back to your place Lily." Spencer suggested winking at Ashley.

"Wait, why _mine_?" Lily whined, putting her hands on her hips.

"Cuz, if we go to _my_ place I don't want to explain to my _mom_ why Ashley would be sleeping in _my_ _room_ and she _hates_ it when I stay over at Ashley's, but she does _likes_ you Lily." Spencer explained as they left the club ad headed for their respected rides. Spencer was winking at Lily suggestively.

"_Fine_." Lily shivered, the prospect of seeing Mrs. Carlin on Valentine's Day scaring her, as she put her black helmet back on. "I'll see ya there." And with that she swung her leg over her motorcycle and it roared to life and she was off. Ashley and Spencer followed after climbing into Ashley's car. They were still holding hands and they hadn't let go and they didn't want to.

**At Lily's apartment…**

"Alright you _lovebirds_." Lily said throwing her helmet and keys onto her kitchen counter. "I don't want to _hear_ you _all night long_, ok?" She smirked at the two blushing girls.

Spencer blushed and Ashley glared at Lily, saying, "What makes you think that _we'll_ be the _only_ ones up tonight, Lily?"

"What do you mean?" Lily asked, her eyebrows furrowed in confusion.

"Why don't you look out your window?" Ashley smirked and pointed to Lily's balcony.

"Uh, ok?" Lily mumbled, still confused. She walked over to her balcony and pulled back the blinds to reveal the figure that stood out there on the steps that led up to the apartment. She was illuminated by the light of the moon and you could see that she was smiling as she waved up at Lily.

"No _way_…" Lily whispered. "There is no _fucking_ way…"

"_Yes_ _way_." Spencer corrected. She was smiling so wide that it practically split her face in two. "We did some research, talked to people you _used_ to know, back in New York, talked about how you used to be before you met her…"

"But how…?" Lily gaped, "When did…?"

"The other night…" Ashley explained, "She crashed at my place…Lily she _wants_ to _see_ _you_ as much as _you_ want to _see her_." Ashley paused, "Go on, call her on up here."

And Lily did, "Hey, do you wanna come up?" Lily called out the window. The girl nodded and soon she was standing in front of Lily, Ashley and Spencer, smiling widely.

"Um, hey…" Lily stuttered nervously. She was playing with her hands, like she was twiddling something in them. She didn't know what else to say to the raven haired girl who stood before her.

"Hi Lily." She said back. You could tell that she wanted to say more but didn't quite know how.

"Um, ok, you two are getting _nowhere_ by yourselves." Spencer spoke up, her hand flying to her hip, her other hand still held Ashley's, their fingers entwined. "I had hoped this would move a little faster, but no…We might be here a while Ash."

"Yeah, get _together_ why don't ya!" Ashley demanded.

"We can't! It…We don't…" Lily stammered, eyes clapping shut.

"I never stopped you know." The raven haired girl whispered.

"Spaz…" Lily groaned.

"Whoa! You're Spaz?" Ashley demanded, turning to face the raven haired girl, "The Spaz!" The raven haired girl nodded her affirmation.

"_Oooh_…" Spencer cooed. "This keeps getting _better_ and _better_…"

"Wanna make some popcorn?" Ashley asked Spencer and she got a nod in response.

Soon the intoxicating scent of the buttery popcorn filled the apartment. She and Spencer sat together on the loveseat, nibbling on their snack as they watched Lily and Spaz work things out.

"So ya'll are just gonna _sit_ there and _watch_ as we _try_ to sort things out?" Lily growled.

"Yeah, pretty much." Spencer responded as she and Ashley popped a handful of popcorn in their mouths, smiling widely.

"Fine, just no _smartass_ comments alright?" Lily stated her requirements.

"Yeah right, you had you're share of _smartass_ comments with Spence and I, so we are entitled to comment, too." Ashley argued her point and Lily caved.

"Fine, I really don't give a _shit_, so _whatever_." Lily muttered then turned to Spaz again. "Well…Where are we now?"

"_Honestly_? I have _no_ clue." Spaz admitted shamefully. "But I know where I want us to be." The raven haired girl took a step closer to Lily.

"Then _why_ are _you_ even _here_?" Lily asked, sounding extremely tired. Spaz turned and looked up at Lily's clear, strong face…She looked so much older then she really was.

"Because I'm _still_ in _love with you_." Spaz whispered. "And I know you still love me Lily."

"What? No, I'm over you I have to be, I –" Lily stuttered out her excuses lamely but before she could say anymore, Spaz was kissing her deeply and passionately. So deep and so passionate in fact, that Lily felt her knees go weak.

"Oooh…"

"That is _so_ hot!"

"Oh, _god_…" Lily moaned when they finally pulled away. "I had _forgotten_…Oh _wow_…"

"Yeah so did _I_, but I'm glad we got a _chance_ to remember. _Together_." Spaz whispered and wrapped her arms around Lily's neck, so that they could rest next to each other comfortably.

"So, are you two _finally_ together again?" Ashley prodded. Spaz nodded and blushed in response.

"We just wanted to give you a _really_ Happy Valentine's Day, Lily." Spencer said, smiling at her closest friends.

"Well, I think it turned out to be a _very good one_." Lily smiled and for the first time in a long time, it was a genuine smile, like she was actually happy.

Spaz practically beamed at Lily, Ashley and Spencer. Yes, this had turned out to be a very good Valentine's Day indeed.

The end…For now…Bwahahaha! Cough, cough! Ugh…

_**HAPPY VALENTINE'S DAY EVERYONE!**_

(Sorry I'm just now getting it to you…)

-------------------

So, yeah, that's it! The Valentine's Day story that just came to me the other day.

R&R for me? Please…


End file.
